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Home My WebLink AboutWEBER WATER RESOURCES CA, LLC. A-2026-119-03 os 1 o i zai� AUG A' JL6 Q 4� AGREEMENT WITH WEBER WATER RESOURCES CA, LLC TO PROVIDE ON- �t��s�bZ� CALL WATER WELL, PUMP,MOTOR REHABILITATION AND REPAIR SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 41h day of August, 2026 by and between Weber Water Resources CA, LLC ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of. on-call water well,pump,motor rehabilitation,and repair services for the Water Resources Division of the City's Public Works Agency. B. Contractor represents that Contractor is able and willing to provide such services to the City. Contractor is one of three vendors selected for this engagement. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants no guarantees any minirn un or maximum compensation. Contractor shall be paid only for services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of three Contractors selected under Request for Qualifications 26-063. The total aggregate compensation amount to be expended during the term of this Agreement shall not exceed S2,750,000, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required Page I of 8 documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on August 4, 2026 for a one-year term with the option for the City to grant up to a four (4), one-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15,below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however,the services to be provided by Contractor shalt be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes, 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not Iimited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall beat City's sole risk.. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C and incorporated by reference. 7. INDEMNIFICATION Page 2 of 8 Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors, special counsel,and representatives from liability: (1)for personal injury,damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement, and(2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify,hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City,regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of the Contractor, S. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United. States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services,expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and mare transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement, 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and Page 3 of 8 further agrees to exercise the same degree of care it uses to protect its own information of litre importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall.not apply to any information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Contractor disclosed in a publicly available sourced (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed. City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards,to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest,it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to,identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest. to any individual, as defined in subsections (b)and(c) above. Page 4 of 8 12. NON-DISCRIMINATION Contractor shall not discriminate because of race,color,creed,religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status,age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between.the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City.Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractor retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by taw, and Contractor{ consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Page 5 of 8 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach,failure,right or remedy.No waiver of any breach,failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies, 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County,California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits,approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of ,Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice,tender, demand,delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax; 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) Page 6 of 8 P.O. Box 1988 Santa Ana, California 92702 To Contractor: Weber Water Resources CA., LLC Attn: Jose Villanueva 7551 S. Atwood Mesa,AZ 85212 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, cotmnuxucation shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time flames,weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signature Page to Follow] Page 7 of 8 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA 4A Hall Alvaro Nunez Cit rk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO WEBER WATER RESOURCES CA, City Attorney LLC fay_ Kyle Nellesen bJ&$62 Assistant City Attorney Title: VP Set-cC6 RECOMMENDED FOR APPROVAL: Digitalfysigaed by Radaffa Rows Rodolfo Rosas Dn.m—Ro3 asas, email=rros1@5as@santa-ana.nrg,c=US Date:707617.20 74:32:14-07'00' Rodolfo Rosas,F.E. Acting Executive Director Public Works Agency Page 8 of 8 .mac oe CERTIFICATE OF LIABILITY INSURANCE rATE(MMIDDNYYY) 6/29/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lovitt&Touche A Marsh and McLennan Agency, LLC plAlowe Michelle Dickason FAX 8605 E. Raintree Drive, Suite 200 c :602-956-2250 arc No Scottsdale Az 85260 E-MAIL Michelle.Dickason@MarshMMA.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Berkley Assurance Company 39462 INSURED WEBER-7 INSURER B:Arch Insurance Company 11150 Weber Water Resources CA, LLG 1785 Container Circle INsuRERc:SiriusPQint Specialty Insurance Corp, 16820 Jurupa Valley CA 92509 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1727915494 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE of INSURANCE POLICY NUMBER MMIDDfYYYY MMIDDNYYY LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y ZAGLB1058001 5/112026 5/112027 EACH OCCURRENCE $2,000.000 CLAIMS-MADE �OCCUR PREMISES DAMAGE S(Ea occurrence) PREMISES Eaoecurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,0Q0 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4.000,000 POLICY� PF O D LOC PRODUCTS-COMPIOP AGG $4.000,000 OTHER: S H AUTOMOBILE LIABILITY Y Y ZACAT9342501 5/1/2026 51112027 CEa accOMSINEDSINGLEident LIMIT $2,000,000 X ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED Ix NON-OWNEO PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident C UMBRELLA LIAB [I OCCUR Y Y IPSEX0000001401 5/1/2026 5/1/2027 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y ZAWC11078000 5/112026 5/1/2027 X PER OTH- AND EMPLOYERS'LIABILITY Y 1 N STATUTE I ER ANYPROPRIETDPJPARTNERIEXECUTPVE � E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? I ' E N 1 A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 91,000,000 A Pollution Liability-Occurrence Y Y PCADB50311470526 511/2026 51112027 PollEachlAgg $2,000,000 Professional-Claims Made Prof EachlAgg $2,000,000 Deductible $25,000 DESCRIPTION OF OPERATIONS f LOCATIONS r VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder and owner(if applicable)are additional insureds as respects general liability,automobile liability and excess liability if required in a written contract.Waiver of Subrogation applies to the general liability,auto liability,excess liability and workers compensation if required in a written contract.The general liability, automobile and umbrella is primary and certificate holder's insurance is non-contributory if required by written contract. Pollution Occurrence form Professional Liability Claims Made form;Retro Date 10/27120 City of Santa Ana,its officers,employees, agents and representatives are additional insureds if agreed to in a written contract or permit as respects any and all projects. Includes 30 notice of cancellation to certifcate holder,with an exception for 10 days non payment of premium.Umbrella/Excess policy follows form to the GL policy which is listed as an Underlying policy to the Umbrella/Excess CERTIFICATE HOLDER APPROVE© ANCELLATION By Tu Tran Nguyen at 11:22 am,Jun 30,2028 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Jaime Arias 215 S. Center St., M-85 AUTHORIZED REPRESENTATIVE Santa Ana CA 92703 OO O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD INSURED: weber Water Resources CA,LLC `.POLICY#: ZAGLB1058001 POLICY PERIOD: 051011202e TO 0510112027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED, AND PRIMARY AND NONCONTRIBUTORY, WHEN REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Under Section II—Who Is An Insured, Paragraph 2., the following is added: 2. Each of the following is also an insured: e. Any person or organization that you have agreed in a"written contract"to include as an additional insured on your policy provided that such person or organization has not been added as an additional insured by a separate endorsement to this policy. (1) The insurance afforded to an additional insured under this endorsement applies, only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury"as described in Paragraph(a),(b)or(c)below,whichever applies: (a) If the "written contract" specifically requires you to provide additional insured coverage to a person or organization by the use of Additional Insured -- Owners, Lessees or Contractors - Scheduled Person Or Organization endorsement CG 20 10 10 01 or Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01,then such person or organization is an additional insured, but only with respect to liability arising out of "your work" to which the "written contract"applies; or (b) If the "written contract" specifically requires you to provide additional insured coverage to a person or organization by the use of: L Additional Insured— Owners, Lessees or Contractors - Scheduled Person Or Organization endorsement(s)CG 20 10 07 04, CG 20 10 04 13 or CG 20 10 12 19 or Additional Insured—Owners, Lessees or Contractors - Completed Operations endorsement(s) CG 20 37 07 04, CG 20 37 04 13 or CG 20 37 12 19; or ii. Either or both of the following:Additional Insured-Owners, Lessees or Contractors — Scheduled Person or Organization endorsement CG 20 10 or Additional Insured—Owners, Lessees or Contractors —Completed Operations endorsement CG 20 37,without an edition date of such endorsement specified; Then such person or organization is an additional insured, but only with respect to liability caused, in whole or in part, by"your work"to which the "written contract"applies. (c) if the "written contract" specifically requires you to provide additional insured coverage to a person or organization and neither Paragraph (a) 00 GL1030 00 01 25 Includes copyrighted material of Page 1 of 4 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. nor (b) above applies, then such person or organization is an additional insured under this endorsement, but only with respect to liability for"bodily injury" or "property damage" or"personal and advertising injury" caused by"your work"to which the"written contract" applies. However, with respect to this Paragraph 2. e. (1), such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. (2) The insurance afforded to an additional insured under this endorsement: (a) Applies only if the "bodily injury" or "property damage' occurs or the "personal and advertising injury"offense is committed: I. During the policy period; ill. Subsequent to the execution of the"written contract"; iii. Prior to the expiration of the period of time that the"written contract" requires such insurance be provided to the additional insured; Iv. Only to the extent permitted by law; and V. Will not be broader than that which the"written contract" requires. (3) The insurance provided to an additional insured under this endorsement is subject to the following provisions: (a) Coverage under this endorsement does not apply to "bodily injury", "property damage' or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional services, including but not limited to: I. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; Ii. Supervisory, inspection, architectural or engineering activities;or iii. Any actual or alleged negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured involved the rendering of or failure to render any professional service listed in Paragraph (3)(a) i.or(3)(a) ii. above. (b) If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the"written contract",the insurance afforded to the additional insured under this endorsement will not exceed the minimum amount of insurance required by such"written contract". (c) This endorsement shall not increase applicable limits of insurance as described in SECTION III—LIMITS OF INSURANCE. (d) The additional insured must comply with the following duties: 00 GL1030 00 01 25 Includes copyrighted material of Page 2 of 4 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. I. Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim or "suit", To the extent possible, such notice should include: 1. How, when and where the "occurrence" or offense took place; 2. The names and addresses of any injured persons and witnesses; and 3. The nature and location of any injury or damage arising out of the"occurrence"or offense. ii. if a claim is made or"suit" is brought against the additional insured: 1. Immediately record the specifics of the claim or"suit" and the data received; and 2. Notify us as soon as practicable and see to it that we receive written notice of the claim or"suit"as soon as practicable. ill. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. IV. Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However,this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS. B. The following conditions are added to Section IV—Conditions: 1. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. Solely for the purpose of this endorsement, the following Condition is added: 00 GL1030 00 0125 Includes copyrighted material of Page 3 of 4 Insurance Services Office, Inc.with its permission. O 2025 Arch Insurance Group Inc. Endorsement Provisions Prevail. If there is any conflict between: a. The provisions of this endorsement; and b. The provisions of any version or edition of Additional Insured -- Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement(s) CG 20 10 or Additional Insured -- Owners, Lessees or Contractors — Completed Operations endorsement(s) CG 20 37 that the "written contract" specifically requires be used for you to provide additional insured coverage to any person or organization; Then the provisions of this endorsement shall prevail. C. Solely for the purpose of this endorsement, the following definitions are added to the Definitions section: 1. "Written contract" means a written contract or written agreement that requires you to include a person or organization as an additional insured on this Coverage Part, provided that: (a) The "written contract" was executed prior to the inception of the Policy and in effect during such"bodily injury", "property damage", or"personal and advertising injury"; and (b) If the"written contract"is silent on the number of years required for"prod ucts-completed operations coverage", then such coverage will be provided for two (2) years from the date this Policy expires, cancels or terminates. All other terms and conditions of this Policy remain unchanged. Issued By: Endorsement Number: Policy Number: Named Insured: This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 00 GL1030 00 0125 Includes copyrighted material of Page 4 of 4 Insurance Services Office, Inc. with its permission. ©2026 Arch Insurance Group Inc. INSURED: Wober Water Resources CA,LLC POLICY#: IILII058001 EFFECTIVE: 0"'0112' EXPIRATION; 05!}112027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROD UCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization where waiver of our right to recover is permitted by law and is required by written contract; provided such contract was executed prior to the loss . Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer for injury or damage arising out of your ongoing Of Rights Of Recovery Against Others To Us operations or "your work" done under a contract of Section IV--Conditions: with that person or organization and included in the "products-completed operations We waive any right of recovery we may have hazard". This waiver applies only to the person against the person or organization shown in the or organization shown in the Schedule above. Schedule above because of payments we make All other terms and conditions of this policy remain unchanged. Endorsement Number: This endorsement is effective on the inception date of this policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: ZAGLB165soo9 Named Insured: UVeberWaler Resources CA,LLC Endorsement Effective Date: 0510112026 CG 24 04 05 09 ©insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: zaCATesazeQi COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below, Named Insured: Weber Water Resources CA,LLC Endorsement Effective Date: 0510112026 SCHEDULE Name(s) Of Person(s)Or Organ ization(s): Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to the loss . Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s)or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident"or the "loss" under a contract with that person or organization. O Insurance Services Office, Inc. Olnsurance Services Office, Inc. INSURED: Weber Water Resources CA,LLC POLICY#: ZACAT9342501 POLICY PERIOD: 05/01/2026 TO: 06101/2027 COMMERCIAL.AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance— Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under such an"insured" under your policy provided that: other insurance; and 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured". CA 04 49 11 16 ©Insurance Services Office, Inc., 2016 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 Ed.4-84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to date of loss . This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No, Insured Weber Water Resources CA,LLC ZAVNC11D70000 Premium $ insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) C 1983 Natloml Council on Compcnsadon Insuranco. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to date of loss Notes: 1. This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in ( ) is optional with the company. It limits the endorsement to apply only to specific jobs of the insured, and only to the extent that the insured is required to obtain this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05101r2026 PolicyNo. ZAVVG1107e000 Endorsement No. Insured weber Water Resources CA,LLC Insurance Company Countersigned By ©Workers'Compensation Insurance Rating Bureau of California. Page 1 of 20 PERFORM CONTRACTOR'S PROTECTIVE, PROFESSIONAL, POLLUTION, CYBER, MEDIA AND MITIGATION RESPONSE POLICY NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY (EXCEPT FOR COVERAGE C). SUBJECT TO ITS PROVISIONS, THIS POLICY(EXCEPT FOR COVERAGE C)APPLIES ONLY TO CLAIMS WHICH ARE FIRST MADE BY OR AGAINST YOU DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE, AND FIRST REPORTED IN WRITING TO US IN THOSE PERIODS OR THE AUTOMATIC EXTENDED REPORTING PERIOD. UNLESS SPECIFICALLY PROVIDED OTHERWISE, CLAIM EXPENSES ARE INCLUDED WITHIN AND REDUCE THE LIMIT OF LIABILITY, AND ARE SUBJECT TO ANY APPLICABLE SELF-INSURED RETENTION. PLEASE READ THE ENTIRE POLICY CAREFULLY. Wards and phrases that appear in bold print, excluding caption headings, have special meanings that are defined in the Definitions of this Policy. The words"we,""us"and 'bur" mean the Insurer shown in the header of the Declarations of this Policy. The words "you" and "your"mean any person or entity described in the Definition of Insured. In consideration of the payment of the premium, and in reliance upon the statements made in the application, materials, and information provided by you, which are incorporated into this Policy, form a part hereof, and are a representation upon which this Policy has been issued,we agree with you as follows: I. INSURING AGREEMENT A. Protective Indemnity We shall indemnify you for Protective Loss on a Protective Claim as established by final judgment or settlement to which we agree in writing, in excess of collectible Recoverable Insurance, provided that: 1. the Protective Claim arises out of: a. a negligent act, error or omission in the rendering of or failure to render Professional Services; or b. a Pollution Condition resulting from the performance of Contractor Activities; by the Responsible Entity that were rendered or performed on or after the Retroactive Date and before the end of the Policy Period; and 2. the Protective Claim for such Protective Loss is first made by you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Protective Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to Protective Loss; and 4. you made all reasonable efforts to recover your Protective Loss from the Responsible Entity. B. Professional Liability We will defend you against any Professional Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Professional Claim in excess of any applicable Self- Insured Retention, provided that: I. the Professional Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2. the Professional Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Policy Form: PERFORM-10002(11-20) Page 2 of 20 Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Professional Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to a Professional Claim. C. Contractor Pollution Liability We will defend you against any Pollution Claim (as provided in Section III.A, of this Policy) and pay on your behalf for all Pollution Loss and Claim Expense for that Pollution Claim in excess of any applicable Self- Insured Retention, provided that: 1. the Pollution Claim arises out of an actual or alleged Pollution Condition that results from the performance of Contractor Activities by you, or by a Responsible Entity for whom you are legally responsible;and 2. the Pollution Claim is for Bodily Injury or Property Damage that occurs during the Policy Period, or for Cleanup Costs for a Pollution Condition that occurs during the Policy Period, provided that: a. progressive, continuous, intermittent or indivisible Bodily Injury or Property Damage, or Pollution Condition(s) for which Cleanup Costs are incurred, shall be deemed to have occurred only on the date of first exposure to the Pollution Condition,which is: i. for Bodily Injury,the date of first exposure of any person to that Pollution Condition; or ii. for Property Damage or Cleanup Costs,the date the Pollution Condition first commenced; and b, if the date of the first exposure cannot be immediately determined to have been within this Policy Period, and you have no liability insurance incepting prior to the inception of this Policy that provides pollution liability coverage for the subject Contractor Activities (regardless of whether the insurance covers this Pollution Claim), and the Bodily Injury, Property Damage or Pollution Condition for which Cleanup Costs are incurred continues to exist during the Policy Period, the date of the first exposure shall be deemed to have occurred only on the inception date of the first policy we issued insuring you for the subject Contracting Activities for this type of Pollution Claim. No more than one policy issued by us can be applicable to the Pollution Claim;and prior to the effective date of the first policy insuring this type of Pollution Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Pollution Claim. D. Cyber I-lability We will defend you against a Cyber Claim(as provided in Section III.A.of this Policy)and pay on your behalf all Damages and Claims Expense for the Cyber Claim in excess of any applicable Self-Insured Retention, provided that: 1, the Cyber Claim arises out of Contractor Activities or Professional Services performed or rendered by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period;and 2. the Cyber Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Cyber Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Cyber Claim. E. Media and Personal Injury Liability We will defend you against any Media and Personal Injury Claim (as provided in Section III.A, of this Policy) and pay on your behalf all Damages and Claim Expense for that Media and Personal Injury Claim in excess of any applicable Self-Insured Retention, provided that: Policy Form:PERFORM-10002(11-20) Page 3 of 20 1. the Media and Personal Injury Claim arises out of an actual or alleged negligent act,error or omission in the rendering of or failure to render Professional Services, Media Activities or Information Technology Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2, the Media and Personal Injury Claim is first made against you during the Policy Period or the Optional Extended Reporting Period, if applicable, and first reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Media and Personal Injury Claim issued to you by us, and continuously renewed by us,the Principal Personnel had no knowledge of circumstances that could give rise to a Media and Personal Injury Claim. F. Mitigation We agree to pay you or on your behalf for Mitigation Cost in excess of any applicable Self-Insured Retention to mitigate or avoid a Professional Claim, Pollution Claim, Cyber Claim or Media and Personal Injury Claim that would be covered under this Policy, but has not yet been made, provided that: 1. the services or other activities you seek to mitigate or rectify were rendered or performed on or after the Retroactive Date and before the end of the Policy Period;and 2, the circumstances that would reasonably be expected to lead to such Claim are first reported in writing by you to us during the Policy Period; and 3. prior to the effective date of the first policy insuring such type of potential Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Claim; and 4. before incurring any Mitigation Cost, you demonstrate to us the reasonableness and necessity of the proposed cost in light of the projected benefit in terms of mitigating or avoiding payment under this Policy on the reasonably expected covered Claim, and we provide our prior written consent for such Mitigation Cost, such consent not to be unreasonably withheld. 11. SUPPLEMENTAL COVERAGES The Limits of Liability for each of the following Supplemental Coverages are separate from the Limits of Liability for the coverages in Section I. Insuring Agreement of this Policy, and payments made under the Supplemental Coverages do not erode the Limits of Liability for those coverages. A. Litigation Attendance Reimbursement Upon written request by you,we shall reimburse you for your actual and documented loss of earnings and reasonable expenses incurred when you attend a hearing, deposition, or trial at our written request, in the course of our defending a Claim under this Policy. B. Disciplinary Proceedings Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such counsel's reasonable and necessary fees and expenses in defense of a disciplinary proceeding agalnst you before a design professional or contractor licensing board first brought against you during the Policy Period or Optional Extended Reporting Period, if applicable, and arising out of either an actual or alleged negligent act, error or omission in the rendering of Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period, C. Subpoena Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such counsel's reasonable and necessary fees and expenses to advise and represent you regarding the production of documents and during the preparation for and giving of testimony, in response to a subpoena Policy Form:PERFORM-10002(11-20) Page 4 of 20 in a proceeding other than a Claim against you or a Protective Claim, that is both first served on you and reported to us in writing during the Policy Period or the Optional Extended Reporting Period, if applicable, and arising from Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. D. ADA and FHA Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall select and retain counsel and pay such counsel's reasonable and necessary fees and expenses incurred when you respond to regulatory or administrative actions first brought against you during the Policy Period by a government agency under the Americans with Disabilities Act of 1990 (ADA) or the Fair Housing Act(FHA), and alleging a negligent act, error or omission in the rendering of Professional Services by or on behalf of you, provided that such Professional Services were rendered on or after the Retroactive Date and before the end of the Policy Period. E. Corporate Reputation Rehabilitation Upon written request by you, we shall pay on behalf of you the reasonable and necessary fees and expenses subsequently incurred by a public relations firm approved by us to restore your corporate reputation that is damaged as a result of a Claim that we defend under this Policy or circumstances for which we consent to the incurring of Mitigation Cost or Emergency Expense under this Policy. We have the right to require for approval of the public relations firm minimum professional certifications and qualifications (e.g., Examination for Accreditation in Public Relations, or Accredited Business Communicator from International Association of Business Communicators), F. Protective Claim Bankruptcy Litigation Expense Reimbursement Upon written request by you,we shall reimburse you for the reasonable and necessary fees and expenses of retaining bankruptcy counsel in the making of a Protective Claim arising out of Professional Services that qualifies for coverage under this Policy against a Responsible Entity who has filed for or been put into bankruptcy under the United States Bankruptcy Code, provided that the Protective Claim, at least in part, is allowed as against or results in a judgment against the Responsible Entity in your favor, which is final and no longer subject to objection or appeal. G. Building Information Modeling-Extra Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall reimburse you for the reasonable and necessary additional expense payable to a third party software consulting company, not otherwise recoverable from any warrantee or guarantee, arising from loss of or damage to any information due to inherent malfunction of any software used in connection with any Building Information Modeling system purchased from a third party vendor and not modified by you or on your behalf, including but not limited to erroneous calculations or modeling, provided that the malfunction is first discovered during the Policy Period and after the system has been put to its intended use in the course of actual construction. H. Emergency Expense We will indemnify you for Emergency Expense in excess of the Self-Insured Retention, if applicable, provided that the Emergency Expense must be both incurred by you and reported to us, in writing and as soon as practicable, during the Policy Period, but no later than ten (10) days from the discovery of the Pollution Condition resulting from the performance of Contractor Activities or the expiration of the Policy Period,whichever occurs first, and provided that the Contracting Activities giving rise to the need for Emergency Expense were rendered or performed on or after the Retroactive Date and before the end of the Policy Period. III. DEFENSE,SETTLEMENT AND COOPERATION A. Defense(Coverages B,C, D and E) 1. We have the right and duty to defend you against any Claim proceeding in the United States or Canada under Coverage B, C, D or E of this Policy: Policy Form:PERFORM-10002(11-20) Page 5 of 20 a. even if groundless or false; b. with counsel of our mutual agreement; and for any Claim proceeding anywhere else in the world seeking such Damages or Pollution Loss, we shall have the right, but not the duty, to defend you against such Claim. You shall have the duty to investigate and defend such Claims, and we will treat all reasonable and necessary fees and expenses paid to others in the course of doing so as Claim Expense. 2. If you and we cannot mutually agree upon defense counsel, we shall have the final right to select defense counsel, but we then will allow for a 25% Self-Insured Retention credit, up to a maximum of $25,000 per Claim, towards the costs of having you retain your own counsel to monitor the Claim. Defense counsel selected by us will have the sole right and responsibility for defending you against the Claim. 3. In the event you are entitled by law to retain independent counsel of your choosing to defend you at our expense and you choose to do so, the attorney fee component of Claim Expense shall be limited to the average of the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar Claims in the community where the Claim arose or is being defended. In addition, we may require that the independent counsel possess certain minimum qualifications, which may include that the selected counsel have, (1) at least five years of civil litigation experience defending similar Claims; and (2) errors and omissions coverage. You further agree to require your independent counsel to provide us with information concerning the Claim in a timely manner, to respond to our requests for information concerning the Claim, and to comply with our reporting and billing guidelines. 4. We shall have no obligation to pay any Claim Expense or to defend any Claim after all applicable Limits of Liability have been exhausted by incurred amounts or by payment, or after deposit or tender of the remaining applicable Limit of Liability into court. B. Settlement and Consent(Coverages B,C, D and E) We have the right to investigate,conduct negotiations concerning and,with your written consent,settle any Claim as we deem expedient. If you refuse to consent to a settlement or compromise recommended by us and acceptable to the claimant,then our Limit of Liability under this Policy with respect to such Claim shall be reduced to the amount for which the Claim could have been settled, including all Claim Expenses incurred up to the time we made our recommendation to you. C. Settlement(Coverage A) 1. We have the right to investigate and participate in all negotiations concerning a Protective Claim. 2. You will not settle any Protective Claim for which coverage may be sought under this Policy without our written consent, which shall not be unreasonably withheld. We will not pay any Loss on a Protective Claim settled in part or whole without our consent. D. Proactive Resolution of Substantiated Protective Claim (Coverage A) If you provide us substantiation that satisfies us that the liability of the Responsible Entities and the value of your Protective Loss are not reasonably disputable and exceed all collectible Recoverable Insurance, then upon your written request, we will provide you the following proactive assistance in pursuing recovery for your Protective Loss: 1. we will consult with you in the prosecution of your Protective Claim and provide our input on strategy for the efficient resolution of the Protective Claim; 2. we will attend or otherwise participate in settlement negotiations, including mediations and settlement conferences, for the resolution of the Protective Claim; 3. we will assist you in negotiations with representatives for any Recoverable Insurance; and 4. if all of your reasonable efforts to recover your Protective Loss and the foregoing fail due to the Policy Form: PERFORM-10002(11-20) Page 6 of 20 refusal of the Responsible Entity or the representatives for Recoverable Insurance to settle your substantiated Protective Claim, we will pay the portion of your Protective Loss in excess of the available collectible Recoverable Insurance. The costs we incur in performing the activities described in Paragraphs 1.through 3., above, shall be borne by us and shall not erode the Limits of Liability described in Section VI.of this Policy. E. Your Duties (All Coverages) As a condition precedent to this insurance, in the event of any First Party Claim, Claim or reported circumstance: 1. You shall promptly forward to us all documents that you send or receive in connection with the First Party Claim, Claim or circumstance, and you will direct all inquiries regarding a Claim or circumstance to us or to our designated attorney. 2. You shall cooperate fully with us and our designees in the investigation, defense and settlement of any First Party Claim, Claim or circumstance, the conduct of suit or any other proceeding, and in securing and enforcing any right of contribution, indemnity, or other recovery that you potentially may have; such cooperation includes but is not limited to, when requested, attending any proceedings, assisting in securing evidence and obtaining the attendance and testimony of witnesses, whether in a legal proceeding or in an examination by us; and such cooperation will be without charge to us, except as provided otherwise in the Supplemental Coverage for Litigation Attendance Reimbursement. Such cooperation is agreed by us and you to be in furtherance of our common interest in the First Party Claim or Claim, such that all such communications shall be protected by all applicable privileges and protections. 3. You shall not voluntarily make any payment, assume or admit any liability, consent to any judgment, settle any First Party Claim or Claim, or incur any Claim Expense or Mitigation Cost, for which coverage may be sought under this Policy, without our prior written consent, except for Emergency Expense. We shall not be liable for any payment, assumed or admitted liability, consent judgment, settlement, or Claim Expense to which we have not consented. You shall not release or compromise any right you may have with respect to a First Party Claim or Claim without our prior written consent. We shall not be liable for any Loss attributable to a release without such consent. 4. You shall obtain our written consent before exercising any right, assuming any obligation, or making any agreement, with respect to any dispute resolution mechanism or process for a First Party Claim or Claim, including but not limited to rejecting or demanding arbitration. IV. DEFINITIONS Words stated in the singular will be construed as also being stated in the plural and vice versa. For purposes of this Policy: A. Advertising means material which promotes your products,services or business. B. Bodily Injury means physical injury, sickness,disease, building-related illness, mental anguish, emotional distress, or shock sustained by any person, including death resulting therefrom. Furthermore, Bodily Injury shall extend to include the monitoring of medical conditions. C. Claim means Professional Claim, Pollution Claim, Cyber Claim, and Media and Personal injury Claim. D. Claim Expense means reasonable and necessary fees and costs incurred by us to investigate and defend any Claim for which coverage is provided under this Policy, including fees and costs charged by adjusters appointed by us to investigate a Claim. Claim Expense includes reasonable and necessary fees in defending such a Claim, for attorneys, investigators, arbitrators, mediators, consultants and expert testimony, as well as court and arbitration costs and expenses, but shall not include any remuneration, salaries, regular or overtime wages, benefits, fees or other payment of directors, officers, managers and employees of you or us, or fees and expenses of independent adjusters. Claim Expense also includes premiums for the covered portion of appeal bonds, attachment bonds or any similar bonds; however, we are not obligated to apply for,secure or furnish any such bond. Policy Form:PERFORM-10002(1 1-20) Page 7 of 20 E. Cleanup Costs means costs for the investigation, monitoring, or disposal of soil, surface water, groundwater, indoor or outdoor atmosphere or other contamination; or for cleanup, abatement, containment, capping, remediation, or correction of a Pollution Condition resulting from the performance of Contractor Activities. Cleanup Costs also includes Restoration Costs. F. Content means data,digital code, images,drawings, scents, sounds, tastes,texts or textures. G. Contractor Activities means: 1, any general construction,construction management, or environmental activity;or 2. any loading, unloading, delivery or transportation of goods, materials, products, or waste to or from any site at which the activities, described in Paragraph 1. of this Definition, are performed as long as such activity is performed by an entity that is properly licensed to deliver or transport such goods, materials, products,or waste;or 3. any operation, use, ownership, or maintenance of a land motor vehicle, off-road motor vehicle, mobile equipment, trailer, semi-trailer, watercraft, aircraft, or rolling stock in connection with the activities described in Paragraph 1. of this Definition; or 4. the use of a Non-Owned Location, Contractor Activities also includes Completed Operations. For the purpose of this Policy, Completed Operations means any of the activities described in Paragraphs 1, through 4, of this Definition that have been completed, including materials, parts or equipment furnished in connection with such work or operations. H. Cyber Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Cyber Security Breach, I. Cyber Security Breach means any of the following circumstances: 1. the failure to prevent the introduction or transmission of a computer virus or any other malicious code, but only if such computer virus or malicious code affects the data, software, firmware, systems or networks of your clients; 2. the failure to provide your clients with access to your website, or your computer or communications network,when your clients have authorized use of your website, or your computer or communications network; 3. failure to prevent unauthorized access to, or use of, data, software, firmware, systems or networks containing private or confidential information of your client; 4. the destruction,deletion or corruption of your client's electronic data;or 5. failure to prevent the theft, unauthorized or illegal disclosure or loss of your client's information listed below: a, an individual,natural person's private Content,or b. commercial confidential information that resides in or on your hardware devices or data systems, including such information stored on your computer infrastructure system including cloud, remote servers at a co-location or data hosting services or any other data storage not in insureds direct control. J. Damages mean any amounts you are legally obligated to pay. K. Emergency Expense means reasonable and necessary expense, incurred by you, on an emergency basis, to contain, control, mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities that is an imminent and substantial endangerment to public health, safety or welfare, or the environment,where the absence of such emergency action being undertaken without delay, further harm to third parties or the environment is imminent. Policy Form:PERFORM-10002(11-20) Page 8 of 20 L. First Party Claim means a Protective Claim and any other request of us by you for Mitigation Cost or for sums arising out of any of the insuring agreements described in the Supplemental Coverage Section of this Policy. M. Information Technology Products means a computer or telecommunication hardware or software product or other electronic product that is used, created, developed or manufactured by or for you, Including software updates, service packs and other maintenance releases for such products. N. Information Technology Services means: 1. Consulting on,design of, development of,analysis of, integration of, interface of, modification of and programming of software, hardware, networks,telecommunication systems and electronic or digital devices performed by you or on your behalf for your clients; 2. installation of,training in the use of,support of,servicing of, maintenance of, repair of your Information Technology Products; 3. marketing of,selling of, licensing of and distribution of Information Technology Products, 4. storage of,warehousing of,mining of and processing of data by you; 5. managing, operating, administering and hosting Information Technology Products for your clients; or 6, activities performed on your website(s); but shall not mean Information Technology Products. O. Insured means: 1. the Tamed Insured;or 2. any fully owned subsidiary corporations or subsidiary limited liability companies of the Named Insured, of any tier, in the past, as now constituted or hereafter constituted, subject to the limitations in Paragraph 9. of this Definition for the newly acquired or formed entities described therein; or 3, any present or former partner, director, officer, manager, member, shareholder, principal, trustee, or employee of the Named Insured solely while acting on behalf of the Named Insured, but this Paragraph 3. shall not make any entity an Insured solely because of its participation with the Named Insured in a legal entity such as a joint venture or limited liability company;or 4. any Insured with regard to its participation in a legal entity, including a joint venture or limited liability company, but solely for the Named Insured's legal liability arising out of the performance of Professional Services, Contractor Activities, Media Activities or Information Technology Services under the respective legal entity, and such legal entity itself,or any other entity other than an Insured that is part of the legal entity, are not Insureds;or 5. with regard to Coverage C only, any client of the Named Insured, or other entity or person, that the Named Insured is obligated to name as an additional insured on this Policy pursuant to a written contract, agreement, or permit, executed prior to when the Pollution Claim was first made, and solely as respects Pollution Conditions resulting from the Named Insured's performance of Contractor Activities; or 6. any entity which is specifically identified as an Insured in the Declarations or by endorsement to this Policy; or 7. the estate, heirs, executors, shareholders, administrators or legal representatives of an Insured in the event of such Insured's death, incapacity, or bankruptcy, or the spouse or legal domestic partner of any Insured, but only to the extent such Insured would otherwise be provided coverage under this Policy while acting solely on behalf of the Named Insured; or 8. any prior entity that has been reported to us prior to when the First Party Claim or Claim was first made and whose assets, partners, principals, or shareholders were acquired by the Named Insured, and for which the Named Insured is required to provide liability insurance under a written contract or Policy Form:PERFORM-10002(11-20) Page 9 of 20 agreement executed before the First Party Claim or Claim was first made; or 9. any entity newly formed or acquired by the Named Insured during the Policy Period in which the Named Insured has more than 50% legal or beneficial interest and over which the Named Insured exercises management or financial control and has agreed in writing to provide insurance for such entity prior to the First Party Claim or Claim being made. However: a. coverage will only be provided for First Party Claims or Claims arising out of Professional Services, Contractor Activities, Media Activities or Information Technology Services performed on or after the date of formation, acquisition, or exercised financial or management control; and b. this coverage will expire within 90 days for such entity, or the end of the Policy Period,whichever is earlier, unless the Named Insured provides written details of such newly acquired entity to us and pays the additional premium requested by us, if any, P. Insured Contract means: 1. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you, or temporarily occupied by you,with permission of the owner is not an Insured Contract;or 2. a sidetrack agreement; or 3. any easement or license agreement; or 4. an obligation, as required by ordinance,to indemnify a municipality, except in connection with work for a municipality; or 5. an elevator maintenance agreement; or 6. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for Bodily Injury, Property Damage, or Pollution Loss to a third party or organization. This section does not include that part of any contract or agreement that indemnifies an architect,engineer, or surveyor for injury or damage arising out of: a. Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or b. Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. For the purpose of this section, tort liability means only that liability that would be imposed by law in the absence of any contract or agreement. Any assumption of liability beyond that of tort liability specified in this Paragraph 6.shall not be considered to be part of the Insured Contract. Q. Loss means Protective Loss, Third Party Loss, Mitigation Cost and any other amount to which you are entitled under any of the insuring agreements described in the Supplemental Coverages Section of this Policy. R. Media Activities means Media Communications or the gathering, collection, or recording of Media Material for inclusion in any Media Communications in the ordinary course of your business. S. Media and Personal Injury Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Media and Personal Injury Offense. T. Media and Personal Injury Offense means: 1. Infringement of copyright, piracy, plagiarism or misapprapdation or unauthorized use of ideas shared with you in the course of services for your client; 2. Infringement of trade secrets,domain name, title or slogan,or the dilution or infringement of trademark Policy Form:PERFORM-10002(11-20) Page 10 of 20 or service mark; 3. act, error or omission regarding the Content of any Media Communication, including harm caused through any reliance or failure to rely upon such Content; 4. Misappropriation of trade secret; 5. Defamation, libel, slander, product disparagement, trade libel, or other tort related to disparagement or harm to the reputation or character of any person or organization; 6. Invasion or interference with the right to privacy or of publicity; 7. Misappropriation of any name or likeness for commercial advantage; 8. False arrest, detention or imprisonment or malicious prosecution;or 9. Invasion of or interference with any right to private occupancy, including trespass, wrongful entry, eviction or eavesdropping. U. Media Communications means the display, broadcast, dissemination, distribution or release of Media Material to the public by you. V. Media Material means information in the form of words, sounds, numbers, images or graphics in electronic, print or broadcast form, including Advertising, but does not mean computer software or Content. W. Mediation means the non-binding facilitation by a neutral third party of First Party Claim or Claim resolution. X. Mitigation Cost means reasonable and necessary fees or direct costs incurred to mitigate or rectify Professional Services, Contractor Activities, Media Activities or Information Technology Services that would reasonably be expected to give rise to a Claim covered by this Policy, provided such fees and direct costs are incurred prior to any Claim. In the event of a Cyber Security Breach, Mitigation Costs include costs we incur to engage a qualified firm on your behalf to: 1. investigate the Cyber Security Breach; 2. notify any parties affected by the Cyber Security Breach; 3. perform credit monitoring service for your clients' individual personal data or your clients' corporate data lost because of the Cyber Security Breach; and 4. restore or recreate, if possible,any of your clients'lost data caused by the Cyber Security Breach. Your fees or direct costs may be treated as Mitigation Cost only with our prior written consent, which consent shall not be unreasonably withheld. Mitigation Cost does not include any fees or direct costs relating to or resulting from Emergency Expense; betterment; or the failure to prevent or detect faulty workmanship. Y. Named Insured means the individual, partnership, entity, firm, or the company named in Item 1. of the Declarations. Z. Natural Resource Damage means physical injury to or destruction of(including the resulting loss of value) land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. § 1801 at. seq.)), any State or Local government, any Foreign government, any Native American tribe or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. AA.Non-Owned Location means: Policy Form;PERFORM-10002(11-20) Page 11 of 20 1, real property rented, leased or managed by you, including temporary job site offices, but only if such real property is utilized on a temporary basis for the storage of goods,materials, equipment, products or wastes for the purpose of performing the activities,described in Paragraphs 1.through 3. in Definition G. Contractor Activities,for a client; or 2. any location used for the treatment,storage, recycling or disposal of your waste material provided that: a. the waste material is generated or removed while performing activities,described in Paragraphs 1.through 3. in Definition G.Contractor Activities,for a client; and b. the location is not managed, operated, owned or leased by you or any of your subsidiaries or affiliates with the exception of any location that is managed, operated,owned or leased solely by one or more persons or organizations that are Insureds only by reason of Paragraph 5, in Definition O. Insured; and c, the location is permitted or licensed by any Federal, State, Local or Provincial authorities to accept such material as of the date of the treatment, storage,recycling or disposal. BB.Policy Period means the period from 12:01 a,m. on the effective date of this Policy as set forth in Item 3. of the Declarations,to 12:01 a.m. on the earliest of the date of the expiration date of this Policy as set forth in Item 3, of the Declarations or any earlier termination date if this Policy is cancelled, CC.Pollution Claim means the assertion of a legal right alleging liability or responsibility on your part, including but not limited to lawsuits, petitions, arbitrations or other alternative dispute resolutions, and public agency directives, made against you, for Pollution Loss arising out of a Pollution Condition resulting from otherwise insured Contractor Activities. DI].Pollution Condition means the actual or alleged discharge, dispersal, release, seepage, migration, growth or escape of smoke, soot, fumes, acids, alkalis, toxic chemicals, mold, mildew, spores, fungi, microbes, bacteria, legionella pneumophila, asbestos, lead, silica, silt, sediment, liquids, gases, waste materials, contaminants, organic or inorganic pollutants, electromagnetic fields, hazardous substances, hazardous materials, waste materials including medical, infectious, and pathological wastes, or other irritants, into or upon land, any structure on land, the indoor or outdoor atmosphere, any watercourse, or any body of water, including groundwater. Waste materials include materials to be recycled, reconditioned or reclaimed. Radioactive matter shall also be considered a pollutant, except as otherwise covered or protected by insurance or protections provided pursuant to 42 U.S.C. §2014(w), as amended, or Section 170 of the Atomic Energy Act of 1954, as amended. EE. Pollution Loss means any amounts you are legally obligated to pay for Bodily Injury, Property Damage or Cleanup Costs. FF. Principal Personnel means the directors, officers, principals, partners, insurance and risk managers, and those persons responsible for your environmental or legal affairs for the Named Insured. GG.Professional Claim means a written demand, demand for arbitration or mediation or suit made against you seeking Damages or correction of Professional Services and alleging a negligent act, error or omission in the rendering of or failure to render Professional Services. HH.Professional Services means: 1. Construction Management, Program Management, Project Management, Owner's Representation, Property Management, Real Estate Brokerage/Agency, Property Development, Lease Brokering, any delegated design responsibility or design assist services, including but not limited to constructability reviews or value engineering;or 2, architecture; engineering; contract administration as part of design; sprinkler design; fire protection design; life safety design; mechanical, electrical or security systems design; light use, acoustical or signage design; landscaping design; surveying; quantity surveying; project accounting, quality control reviews, assist or documentation, material testing; cost consulting, economic, feasibility, technical consulting or technical studies or opinions, or scientific reviews; software design for the purpose of operating or maintaining any building system; interior design or space planning services; or design services to support Leadership in Energy and Environmental Design (LEED)certification for a project; or Policy Form:PERFORM-10002(11-20) Page 12 of 20 3. professional services with respect to any Building Information Modeling (BIM) systems, including but not limited to modification, alteration, transfer, protection, manipulation, use, or misuse thereof, or design assist system or program, and the foregoing within Integrated Project Delivery (IPD), Public- Private Partnership projects(P3s), or Lean Project Delivery System(LPDS); or 4. environmental consulting, environmental engineering, environmental site assessment, remedial investigations, feasibility studies, remedial design, environmental monitoring, testing and sampling, remedial oversight.and management, ecological studies, environmental training, industrial hygiene, forensic inspections and expert witness services; or 5. ordinary technology services utilized in the performance of the Professional Services described above, Such technology services include the design, development, programming, analysis, training, use, hosting, management, support, and maintenance of any software, database, internet service, or website. II. Property Damage means: 1. physical injury to or destruction of tangible property,including resulting loss of use thereof;or 2, loss of use of tangible property that has not been physically injured or destroyed; or 3. diminution of property value; or 4. Natural Resource Damage. i JJ. Protective Claim means written demand, demand for arbitration or mediation or a suit instituted by you against the Responsible Entity seeking a remedy and alleging liability or responsibility on the part of such Responsible Entity arising from: 1. a negligent act, error or omission in the rendering of or failure to render Professional Services;or 2, a Pollution Condition resulting from the performance of Contracting Activities. Protective Claim does not include a demand or proceeding for non-monetary or injunctive relief. KK.Protective Loss means: 1. any amounts you are legally entitled to recover; or 2, in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy, any amounts you would have been legally entitled to recover in the absence of such Limitation of Liability; from each Responsible Entity: 1. due to a negligent act, error or omission in the rendering of Professional Services; or 2, for Bodily Injury, Property Damage or Cleanup Costs due to a Pollution Condition. In the event that multiple Responsible Entities cause the same or related loss, the amount of Protective Loss shall not exceed the single loss caused by such multiple Responsible Entities, ILL. Recoverable Insurance means the lesser of either Item 1.or 2. below: 1. all liability insurance applicable to the Professional Services or Pollution Condition from which the Protective Claim arises and providing such applicable coverage to any Responsible Entity or any person or entity for which the Responsible Entity is responsible; or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of liability permitted by this Policy that is applicable to the Protective Claim, such Limitation of Liability. MM. Responsible Entity means those persons or entities, retained by you or on your behalf, rendering Professional Services or Contractor Activities. NN.Restoration Costs means the reasonable and necessary costs incurred by you, with our prior written Policy Form:PERFORM-10002(11-20) Page 13 of 20 consent, to repair, replace, or restore real or personal property to substantially the same condition it was prior to being damaged during work performed in the course of incurring Cleanup Costs. Restoration Costs do not include costs associated with improvements or betterments. OO.Retroactive Date(s)means the date(s)set forth in Item 6. of the Declarations. PP.Third Party Loss means the total of all Damages and Pollution Loss you are legally obligated to pay, and all related Claim Expense. V. EXCLUSIONS We will not be liable to make payments or indemnify you for any First Party Claim, Claim or Loss directly or indirectly for or arising out of: A. any amounts incurred in connection with the making or prosecution of a Protective Claim. This Exclusion applies at all times, including where we are providing Proactive Resolution of Substantiated Protective Claim under Section III.D. of this Policy, excepting only the Supplemental Coverage for Protective Claim Bankruptcy Litigation Expense Reimbursement. B. the amount of any default judgment, arbitration award or adjudicator's decision in circumstances where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, except that this Exclusion shall not apply to the amount of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively, had such defense, response or answer been pleaded or provided,or procedural step been taken. In such instance where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, the burden of proving the extent of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively,will be upon you, C. any design or manufacture of any goods or products which are sold or supplied by you or by anyone under license to you, including any parts, components, assemblies or equipment installed or incorporated by or on behalf of you into your work. This Exclusion does not apply to (1) software sold or supplied by you in connection with your provision of other Professional Services, or (2) goods or products installed or incorporated in your work which have been specially designed, but not manufactured, by you or on your behalf by a qualified Responsible Entity for use in a specific project, or(3)goods or products installed or incorporated in your work that cause a Pollution Loss arising out of a Pollution Condition resulting from the performance of Contractor Activities, or(4)Information Technology Products. D. the cost to repair or replace faulty workmanship in any construction, erection, fabrication, installation, assembly, or manufacturing process, including materials, parts, or equipment fumished in connection therewith, unless the faulty workmanship is caused by otherwise covered Professional Services as respects the applicability of: 1. Coverages A or B; or 2. Mitigation Cost to mitigate or rectify Professional Services under Coverage F, except for any fees and direct costs relating to or resulting from the failure to prevent or detect faulty workmanship. This Exclusion does not apply to Coverages C, D, E, Mitigation Cost to mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities under Coverage F, or Supplemental Coverage H. Emergency Expense. E. any actual or alleged harassment, humiliation, discrimination, or similar misconduct on any basis, whether as to a legally protected group or otherwise. F. any employment obligations, decisions, conduct, practices or policies as an employer, including but not limited to any obligation for which any party shall be liable under any worker's compensation, unemployment compensation, omployer's liability, obligation to pay fair wages or benefits, or disability benefits law or under any similar law. G. liability under contract, agreement, warranty or guarantee, except such liability that would have existed in the absence of such contract, agreement, warranty or guarantee. This Exclusion extends to any contractual obligation to make payments to others, including subcontractors, subconsultants, or their employees, or for materials. Solely for purposes of Coverage C, this Exclusion shall not apply to liability of Policy Form:PERFORM-10002(11-20) Page 14 of 20 others assumed under an Insured Contract. This Exclusion shall not apply to that portion of a contract that sets forth the Insured's participation in a legal entity that is insured under Definition 0A, of this Policy. M. any fraudulent,criminal, dishonest, intentionally or knowingly wrongful, or malicious act,error, or omission,or those of an inherently harmful nature,except that this Exclusion shall not apply to a Claim against you if you did not commit, participate In, or have knowledge of such conduct. I. taxes; criminal fines; criminal penalties; or liability for liquidated damages you or the Responsible Entity would not have had in the absence of the agreement for liquidated damages. J. any return, withdrawal or reduction in contractor charges; any equitable obligation, including restitution, disgorgement, or the costs of complying with injunctive relief; or the time and expense in addressing or resolving an actual or potential First Party Claim or Claim. K. any conduct by an individual, corporation, partnership, or joint venture of which you are a partner, director, officer, member, participant, or employee that is not designated in the Declarations or by endorsement as an Insured. This Exclusion shall not apply to conduct by an entity for which the Insured's participation is insured under Definition 0A.of this Policy. L. First Party Claims or Claims made by any Insured against any other Insured. However, this Exclusion shall not apply as respects Claims made by any entity or person only qualifying as an Insured under Paragraph 5.of the Definition of Insured in this Policy. M. Claims against you made by, or Protective Claims by you made against, any individual or entity, or its subrogees or assignees: 1. that wholly or partially owns,controls or operates you; or 2. in which you have an ownership interest in excess of twenty-five percent(25%); or 3. that is controlled or operated by you; or : 4. in which you are an officer or director; or 5. that is an affiliate of you,where you both are ultimately owned in excess of twenty-five percent(25%), directly or indirectly, by the same entity. With respect to Items 2., 3., and 4, above, this Exclusion shall be limited when the Claim or Protective Claim is made by a formal joint venture partnership of which you are a participant to your percentage of ownership interest in the joint venture, so that we shall only be responsible for that portion of Third Party Loss or Protective Loss that is the difference between your percentage of ownership interest and the total joint venture ownership interest percentage. N. Bodily Injury or Property Damage arising out of construction means, methods or techniques; site safety; crane erection, use, maintenance or operation; scaffolding; or demolition, but solely for the purposes of Coverage 13, and for the purposes of Coverages A and F with respect to obligations arising from Professional Services. O. any Loss caused by or resulting from war, invasion, hostilities, acts of foreign enemies,civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority. P. any Protective Loss or Pollution Loss resulting from: 1. the discovery of a Pollution Condition on,at or under the Non-Owned Location;or 2. a Pollution Condition on, at, under or migrating from a Non-Owned Location, for which the owner of the Non-Owned Location becomes legally obligated to pay unless such Pollution Loss results from the performance of the activities described in Paragraphs 1. through 3. of Definition G. Contractor Activities. Q. for purposes of Coverages D and E, the loss,theft, destruction, transfer, misappropriation, or any misuse of any of your employees' personal data, confidential information or other private Content, including but not limited to social security numbers, phone numbers, family names, family history, or home or medical information, Policy Form:PERFORM-10002(11-20) Page 15 of 20 R. any Professional Services, Contractor Activities, Media Activities, or Information Technology Services that constitute violations of either the laws of the United States or any jurisdiction in which they were performed, including U.S, economic, trade sanction or export control laws administered by the U.S. Treasury, State and Commerce Departments (e.g., the economic and trade sanctions administered by the U.S.Treasury Office of Foreign Assets Control), orthe U.S. Controlled Substances Actor similar laws in the subject jurisdiction. Additionally, we shall not be required to provide any coverage, pay any Claim or First Party Claim, or provide any other benefit hereunder to the extent that provision of such coverage, payment of such Claim or First Party Claim or provision of such other benefit would be in violation of any trade or economic sanctions laws or regulations applicable in our jurisdiction of domicile or with which we are legally obligated to comply. VI. LIMITS OF LIABILITY AND SELF-INSURED RETENTION A. Limits of Liability 1. Limit of Liability Each Claim or First Party Claim: Our Limit of Liability for the sum of all Loss for each single Claim or First Party Claim to which this Policy applies shall not exceed the amount stated in Item 4.A. of the Declarations specified for each applicable coverage provided by this Policy. 2. Limit of Liability in the Aggregate for Each Coverage for the Policy: Our Limit of Liability for all Loss under each respective coverage provided by this Policy shall not exceed the amount stated in Item 4.13.of the Declarations for such coverage for the Policy, 3. Limit of Liability in the Aggregate,for All Coverages Described in Section I of this Policy for the Policy: Our Limit of Liability for the sum of all Loss arising out of all Claims or First Party Claims under the coverages described in Section I. provided by this Policy shall not exceed the amount stated in Item 4.C.of the Declarations for the Policy. S. Self-Insured Retention The Self-Insured Retention amount stated in Item 5.A. of the Declarations applies to each Claim or First Party Claim, if applicable. The Self-Insured Retention amount stated in Item 5.13.of the Declarations is the most you shall pay for the sum of all of your Self-Insured Retention obligations arising out of all Claims or First Party Claims under each respective coverage for the Policy, if applicable, provided that in no event shall your Self-insured Retention obligation be less than the amount stated in Item 5.C. of the Declarations for any Claim or First Party Claim under each respective coverage. The Self-Insured Retention amount shall be paid by you before we pay any Loss,though any payments made by any Recoverable Insurance also implicated by the Claim or First Party Claim shall serve to reduce your Self-Insured Retention obligation. Our Limits of Liability set forth in Item 4. of the Declarations are in addition to and in excess of the Self-Insured Retention amount. No Self-Insured Retention amount shall apply with respect to the Supplemental Coverages provided by the Policy, except for Supplemental Coverage H. Emergency Expense. If a Claim arising out of the same set of circumstances for which we have paid Mitigation Cost is made, then any amounts paid under the Self-Insured Retention for such Mitigation Cost shall reduce the Self-insured Retention for that Claim. Mediation Credit: If you and we agree beforehand to attempt to resolve a Claim or First Party Claim at Mediation, and if you and we resolve such Claim or First Party Claim by such Mediation, your Self- Insured Retention obligation for such Claim or First Party Claim will be reduced by 50%, subject to a maximum reduction of$25,000. VII. MULTIPLE INSUREDS The number of Insureds covered by this Policy shall not operate to increase the Limit of Liability specified in the Declarations, notwithstanding any other provision of this Policy. Vill. MULTIPLE CLAIMS Two or more Claims or First Party Claims arising out of one or more acts, errors, omissions, incidents,events, or Pollution Conditions, or a series thereof, that are related (either causally or logically), will be considered a single Claim or First Party Claim subject to: A. a single Each Claim or First Party Claim Limit of Liability;and Policy Form:PERFORM-10002(11-20) Page 16 of 20 B. a single Self-Insured Retention (if applicable); and shall not operate to increase our Limits of Liability. All such Claims or First Party Claims treated as a single Claim or First Party Claim, whenever made, shall be considered first made on the date the earliest such Claim or First Party Claim was first made, and only a Policy providing coverage for the earliest Claim or First Party Claim shall have any coverage for such Claims or First Party Claims. If more than one Coverage applies to the whole or a part of a Claim treated as a single Claim pursuant to this Section VIII., then the Each Claim Limit of Liability for the entirety of that single Claim and the applicable Self- Insured Retention for that single Claim shall be those set forth in Items 4.A. and 5., respectively, of the Declarations for the applicable Coverage with the largest Each Claim Limit of Liability. If more than one applicable Coverage has the same Each Claim Limit of Liability, but have different Self-Insured Retentions, then the largest Self-Insured Retention shall apply to that single Claim. IX. EXTENDED REPORTING PERIOD A. Automatic Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section M.G. Cancellation and Termination, you shall be entitled to a period of sixty(60)days from the date of policy termination to report a Claim (except for a Pollution Claim)or First Party Claim which is made by or against you prior to such termination date. This Automatic Extended Reporting Period may not be canceled by you and does not require the payment of an additional premium. This Automatic Extended Reporting Period shall be included within the Optional Extended Reporting Period if such is purchased. The Automatic Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Automatic Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. B. Optional Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section M.G. Cancellation and Termination, and if the total premium for this Policy has already been paid in full, then you shall have the option to pay an additional premium and extend the period by which a Claim (except for a Pollution Claim) or First Party Claim can be first made by or against you and reported to us. The premium for the Optional Extended Reporting Period shall be: (1) 100% of the annual premium for twelve(12)months of extension; (2) 150%for twenty-four(24) months of extension; or(3)200% for thirty- six(36)months of extension.The purchase of an Optional Extended Reporting Period shall not be effective unless endorsed herein. Your option to purchase the Optional Extended Reporting Period must be exercised by notice in writing to us no later than sixty (60) days after the termination date of this Policy. Effective notice must indicate the total Optional Extended Reporting Period desired and must include payment of premium for such period. If such notice and premium are not mailed to us within such sixty (60) days, then you are not entitled to purchase an Optional Extended Reporting Period at a later date. If purchased pursuant to the preceding paragraph,the Optional Extended Reporting Period shall commence upon the termination of the Policy Period. The Automatic Extended Reporting Period shall not apply after the termination of the Optional Extended Reporting Period. At the commencement of any Optional Extended Reporting Period, the entire premium shall be deemed fully earned. In the event you terminate the Optional Extended Reporting Period before its term for any reason,we shall not be obligated to return any portion of the premium. Although the period during which a Claim (except for a Pollution Claim) or First Party Claim can be reported to us is extended by virtue of the Optional Extended Reporting Period, this fact shall not in any way increase or reinstate the Limits of Liability of this Policy. The Optional Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Optional Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. X. REPORTING A. Reporting a Claim or First Party Claim Policy Form: PERFORM-10002(11-20) Page 17 of 20 As a condition precedent to coverage under this Policy, in the event of a Claim or First Party Claim, you must do the following: 1. Report the Claim or First Party Claim to us in writing as soon as reasonably possible,which (except for a Pollution Claim) must be during the Policy Period, the Automatic Extended Reporting Period, or during any applicable Optional Extended Reporting Period. Reporting should be sent to us at the address stated in the Claims Notice attached to this Policy;and 2. Promptly provide a copy of the Claim or First Party Claim, if in writing, and specify in the report: the names and addresses of the Insured reporting the Claim or First Party Claim, the persons or entities making the Claim or First Party Claim, and the persons or entities against whom the Claim or First Party Claim is made; when the Claim or First Party Claim was made; the subject of the Claim or First Party Claim;and any other relevant facts or allegations known to you. B. Reporting a Circumstance If during the Policy Period,you become aware of a circumstance that may reasonably be expected to give rise to a Claim or First Party Claim which may be covered under the Policy, and if you, during the Policy Period, provide a written report to us at the address stated in the Claim Notice attached to this Policy of the circumstance as soon as practicable containing particulars sufficient to identify you and all reasonably obtainable information with respect to: 1. when and how you first became aware of such circumstance; 2. any act,error,omission asserted or believed to be at issue; 3. the services or activities involved in the circumstance; 4. what happened and the dates and entities involved;and 5. the nature of any alleged or potential Loss; then any Claim (except for a Pollution Claim)or First Party Claim arising out of such circumstance shall be deemed to have been made on the date we received the written report of the circumstance. At our sole discretion and cost, we may elect to investigate any circumstance which is reported; any such costs associated with the investigation of a circumstance prior to a Claim being made against you will not be considered Claim Expense, will not reduce the applicable Self-Insured Retention and shall be paid by us in addition to the Limit of Liability. XI. CONDITIONS A. Territory The coverage afforded by this Policy applies worldwide. B. Audit and Inspection Upon reasonable prior notice, we shall be permitted to audit your final books and records at any time during the Policy Period, the Automatic Extended Reporting Period, the Optional Extended Reporting Period, if applicable, and within three years after the final termination of this Policy, as far as they relate to the subject matter of this Policy. We shall also be permitted to inspect, sample, and/or monitor your operations on a continuing basis. Neither our right to make inspections, sample, and/or monitor, nor the actual undertaking thereof, nor any report thereon shall constitute an undertaking, on behalf of us or others, to determine or warrant that your operations are safe, healthful, conform to acceptable practice, or are in compliance with any law, rule,or regulation. C. Subrogation In the event of any payment under this Policy,we shall be subrogated to all of your rights of recovery thereof. You shall execute and deliver all requested instruments and papers in furtherance of such rights to us and do whatever else Is reasonably necessary to secure such rights. You shall do nothing to waive or prejudice such rights. We shall have priority in any recovery, and any amounts recovered in excess of our total payment and the cost to us of recovery shall be paid to you. However,we waive our rights of subrogation under this Policy,to the extent such a waiver is required by a written contract with you executed prior to the Claim,against any of the following that is not a Responsible Entity: your clients, their parents or other affiliates,and your client's designees; and your co-participants in an entity for which your Policy Form: PERFORM-10002(11-20) Page 18 of 20 participation is insured under Definition 0.4.of this Policy. For Coverage A only,we will not subrogate against a Responsible Entity in excess of its collectible insurance, provided it has maintained Recoverable Insurance, regardless of whether or not such Recoverable Insurance is exhausted or reduced. D. Changes None of the provisions of this Policy will be waived, changed, or modified except by written endorsement issued by us to form a part of this Policy. Notice to any of our agents or knowledge possessed by any such agent or any other person will not act as a waiver or change in any part of this Policy and will not prevent us from asserting any rights under the provisions of this Policy. F. Action Against Us Only you can make claims against us under Coverages A and F, and the Supplemental Coverages, of this Policy. No action shall be taken against us with respect to Coverage A unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount the Responsible Entity is legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration,or other method of dispute resolution for which we have given priorwritten approval. No action shall be taken against us with respect to Coverage B, C, D or E unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount you are legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No person or organization shall have any right under this Policy to join us in any action against you, No Responsible Entity shall be an Insured under this Policy. F. Assignment of Interest It is agreed that the insurance provided herein and your interests hereunder cannot be transferred or assigned to another party without our express written consent. G. Cancellation and Termination 1. The premium paid for this Policy shall be fully earned in the first twelve months of the Policy Period. 2. This Policy may only be cancelled by us for one or more of the following reasons: a. non-payment of premium; or b. a material misrepresentation or concealment of facts; or c. a material breach of any provision of this Policy. If this Policy is cancelled by us, notice of cancellation will be sent in writing to the first Named Insured (except as modified by any Endorsement to this Policy, either electronically or at the address indicated on the Declarations. We will provide such written notice at least ninety(90)days prior to the date such cancellation is to take effect; except that, in the event of cancellation for non-payment of premium, we will provide only fifteen (15) days written notice, If the premium is paid by a premium financing company and the premium financing company, acting under a valid premium finance agreement with you, requests cancellation of the Policy due to non-payment of premium from you in the first twelve (12) months of the Policy Period, the earned premium shall be computed short-rate of the twelve- month policy term premium and the unearned premium shall be returned to the premium finance company. The effective date and hour of cancellation will be stated in such notice. Cancellation by us also cancels the Automatic Extended Reporting Period and any Optional Extended Reporting Period; the Policy Period, the Automatic Extended Reporting Period, and any Optional Extended Reporting Period will and on that date. If we cancel for the reason specified in Subparagraph (a), there shall be no return premium. If we cancel for reasons stated in Subparagraphs (b)or(c)in the first twelve(12) Policy Form:PERFORM-10002.(11-20) Page 19 of 20 months of the Policy Period, the earned premium shall be computed pro-rata of the twelve-month earned policy term premium. Payment of any return premium shall not be a condition of cancellation. 3. This Policy may be cancelled by the first Named Insured for any reason. In the event that the first Named Insured cancels the Policy, the earned premium shall be computed under the customary short rate table and procedure as a percentage of the total Policy premium stated in the Declarations, and we will return the corresponding unearned premium to the first Named Insured. Cancellation by the first Named Insured shall also cancel the Automatic Extended Reporting Period and any optional Extended Reporting Period on the date of cancellation. 4. Notwithstanding the foregoing, if you report a Claim or First Party Claim to us prior to the date of cancellation, the Policy premium shall be considered 100% earned, and no premium shall be returned upon cancellation. M. No Limitation of Liability You shall not limit the liability of any Responsible Entity, except to collectible insurance, without our prior written approval. if you limit the liability of a Responsible Entity in a manner that fails to comply with the foregoing, our obligation to pay Loss arising out of any Claim or First Party Claim involving such Responsible Entity shall apply solely in excess of the collectible insurance that would have been available in the absence of the limitation of liability to such Responsible Entity or any person or entity for which the Responsible Entity is responsible. 1. Your Bankruptcy Your bankruptcy or insolvency shall not relieve us of our obligations under this Policy. J. Authorization Clause By acceptance of this Policy, the first Named Insured shall be the sole agent of and shall act on behalf of the Insureds for all purposes as to the Policy, including but not limited to the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, providing and receiving notice of cancellation, termination, or nonrenewal, the giving of notices and reporting of First Party Claims,Claims and circumstances,for completing applications and the making of any statements or representations, for making any change to the Policy, and for the exercising or declining to exercise any right under this Policy, including the purchase of an Optional Extended Reporting Period. K. Severability of Policy Provisions If any material provision or clause of this Policy is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, that provision will immediately become null and void, leaving the remainder of this Policy in full force and effect. L. Severability of Insureds(Coverages B,C, D and E) Except with respect to the Limits of Liability and Self-Insured Retentions, the Authorization Clause of this Conditions Section and as otherwise provided in this Policy, this insurance applies as if each Insured were the only Insured and separately to each Insured against whom a Claim is made. M. Other Insurance This Policy is excess over the Self-Insured Retention and any other valid and collectible liability insurance available to you, whether such other insurance is stated to be primary, pro-rata, contributory, excess, contingent, self-insured or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy to the Policy number in this Policy's Declarations. When any other insurance has a duty to defend a Claim, we will have no duty to defend the Claim; if no such other insurance defends the Claim,we will have the right but not the duty to defend the Claim. Under Coverage C only, when you are required by written contract, written agreement, or permit, executed prior to when the Pollution Claim was first made,to include any person or entity as an additional insured, such coverage will be provided on a primary and non-contributory basis to the extent so required. N. Choice of Law Policy Form:PERFORM-10002(11-20) Page 20 of 20 All matters arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, all forms of contractual, tort and statutory claims, and all remedies and entitlement to costs or attorneys'fees in a dispute over any of the foregoing, shall be determined in accordance with the law and practice of the State of New York (notwithstanding New York's conflicts of law rules). O, Jurisdiction and Venue It is agreed that, in the event of any dispute arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, and all forms of contractual, tort and statutory claims, you and we will submit to the jurisdiction of any court (State or Federal) in New York and will comply with all the requirements necessary to give such court jurisdiction, Nothing in this clause constitutes or should be understood to constitute a waiver of your or our right to remove an action to the United States District Court, regardless of the jurisdiction in which an action is commenced. Policy Form:PERFORM-10002(11-20) UMBRELLA POLICY NUMBER: CUP-2T527040-22-NF ISSUE. DATE: 05/13/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Employee Benefits Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Each Employee $1,000,000 COMPANY Aggregate $1,000,000 Policy Number GL0388901209 Policy Period From: 05/01/2022 to: 05/01/2023 Employers Liability Limits Of Liability CarrierZURICH AMERICAN INSURANCE Bodily Injury By Accident $110001000* COMPANY Each Accident Policy Number➢aC388901309 Bodily Injury By Disease $1,000,000* Policy Period Policy Limit From: 05/01/2022 Bodily Injury By Disease $1,000,000* Each Employee to: 05/01/2023 *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES Automobile Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Bodily Injury And Property $1,000,000 COMPANY Damage Combined Single Limit Policy Number BAP3889 Oil 09 Policy Period From: 05/01/2022 to: 05/01/2023 PRODUCER:LOVITT & TOUCHE-MMA OFFICE:SP-DENVER 06S EU 00 03 08 18 O 2018 The Travelers Indemnity Company.All rights reserved. Page 1 Of 2 UMBRELLA POLICY NUMBER: CUP-2T527040-22-NF ISSUE DATE: 05/13/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Commercial General Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE General Aggregate $2,000,000 COMPANY Products-Completed $2,000,000 Policy Number GL0388901209 Operations Aggregate Policy Period Personal and From: 05/01/2022 Advertising Injury $1,000,000 to: 05/01/2023 Each Occurrence $1,000,000 Limits Of Liability Carrier Policy Number Policy Period From: to: Limits Of Liability Carrier Policy Number Policy Period From: to: PRODUCER:LOVITT & TOUCHE-MMA OFFICE:SP-DENVER 06S EU 00 03 08 18 02018 The Travelers Indemnity Company.All rights reserved. Page 2 of 2 TRAVELERS J� One Tower Square, Hartford, 0 Sq rd, Connecticut 00183 POLICY DECLARATIONS POLICY NO.: ZUP-15R73917-21-NF EXCESS FOLLOW-FORM AND UMBRELLA ISSUE DATE: 05/11/21 LIABILITY INSURANCE POLICY INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA 1. NAMED INSURED AND MAILING ADDRESS: WEBER WATER RESOURCES, LLC 7931 EAST PECOS ROAD, BLDG 2 STE 134 GILBERRT AZ 85212 2. POLICY PERIOD: From 05/01/2021 to 05/01/2022 12:01 A.M. Standard Time at your 3. LIMITS OF INSURANCE: mailing address. COVERAGES LIMITS OF LIABILITY AGGREGATE LIMITS OF LIABILITY $10,000,000 General Aggregate $10,000,000 Products-Completed Operations Aggregate EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY $10,000,000 Occurrence Limit CRISIS MANAGEMENT SERVICE EXPENSES $100,000 all Crisis Management Events 4. SELF INSURED RETENTION: $0 any one occurrence or event 5. PREMIUM: ® Flat Charge ❑ Adjustable (See Premium Schedule) 6. TAXES AND SURCHARGES: $ 7. On the effective date shown in Item 2., the Excess Follow-Form And Umbrella Liability Insurance Policy numbered above includes this Declarations Page and any forms and endorsements shown on the Listing Of Forms, Endorsements And Schedule Numbers. 8. If the Schedule Of Underlying Insurance includes any coverage provided on a claims- made basis, then the following disclaimer applies. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. 9. If the Schedule Of Underlying Insurance includes any coverage which includes defense expenses within the limits of liability, then the following disclaimer applies: DEFENSE EXPENSES ARE PAYABLE WITHIN AND ARE NOT IN ADDITION OME OR ALL OF THE ICOVERAGES RPROVI PROVIDED. RESPECT TO NAME AND ADDRESS OF AGENT OR BROKER: COUNTERSIGNED BY: LOVITT & TOUCHE°-MMA —� 1030 WASHINGTON ST W STE 233 � TEMPE AZ 85281 AutAFor? ed l resentati Date: Received by L&T May 25, 2021 OFFICE. PHOENIX, AZ EU 00 02 09 20 0 2020 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 UMBRELLA POLICY NUMBER: ZUP—ISR73917--21--NF ISSUE DATE: 05/11/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW—FORM AND UMBRELLA LIABILITY INSURANCE Commercial General Liability Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE General Aggregate $2,000,000 COMPANY Policy AS PER SCHEDULE ON FILE WITH Products-Completed $2,000,000 Number: THE COMPANY Operations Aggregate Personal and $1,000,000 Advertising Injury Policy Period From: 05/01/2021 Each Occurrence $1,000,000 to: 05/01/2022 Automobile Liability Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE COMPANY Bodily Injury And Property Damage Combined Single Limit $1,000,000 Policy AS PER SCHEDULE ON FILE WITH Bodily Injury Each Number: THE COMPANY Person $ Bodily Injury Each $ Policy Period Accident From: 05/01/2021 to: 05/01/2022 Property Damage Each $ Accident Employers Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Bodily Injury By Accident COMPANY Each Accident $110001000* Policy AS PER SCHEDULE ON FILE WITH Number: THE COMPANY Bodily Injury By Disease Policy Limit $1,000,000* Policy Period Each Employee $1,000,000* From: 05/01/2021 to: 05/01/2022 *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES PRODUCER: LOVITT & TOUCHE—MMA OFFICE: PHOENIX, AZ EU 00 03 08 18 0 2018 The Travelers Indemnity Company. All rights reserved, Page 1 of 1 UMBRELLA POLICY NUMBER: ZUP-15R73917--21-NF ISSUE DATE: 05/11/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE - CONTINUED This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Type Of Coverage: EMPLOYEE BENEFITS LIABILITY Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE COMPANY $1$1,000,000 EACH CLAIM ,000,000 AGGREGATE Policy AS PER SCHEDULE ON FILE WITH THE Number: COMPANY Policy Period From: 05/01/2021 to. 05/01/2022 Type Of Coverage: Limits Of Liability Carrier: Policy Number; Policy Period From: to: Type Of Coverage: Limits Of Liability Carrier Policy Number: Policy Period From: to: PRODUCER: LOVITT & TOUCHE—MMA OFFICE: PHOENIX, AZ EU 00 04 07 16 0 2016 The Travelers Indemnity Company. All rights reserved, Page 1 of 1